Fifth Third Bancorp has agreed to buy Comerica in an all‑stock transaction valued at $10.9 billion, a tie‑up that the companies say will create the ninth‑largest US bank with roughly $288 billion in assets.

Comerica shareholders will receive 1.8663 Fifth Third shares for each Comerica share, equating to $82.88 based on Fifth Third’s 3 October closing price, a 20 per cent premium to Comerica’s 10‑day volume‑weighted average. The parties expect to close by the end of the first quarter of 2026, subject to shareholder and regulatory approvals.

Fifth Third said the combination advances its push into faster‑growing regions while strengthening commercial capabilities. “This combination marks a pivotal moment for Fifth Third as we accelerate our strategy to build density in high‑growth markets and deepen our commercial capabilities,” said Tim Spence, Fifth Third’s chairman, president and chief executive officer. “Comerica’s strong middle market franchise and complementary footprint make this a natural fit.”

Comerica’s chief executive officer Curt Farmer framed the sale as a way to broaden customer services and address scale pressures. “Joining with Fifth Third—with its strengths in retail, payments and digital—allows us to build on our leading commercial franchise and further serve our customers with enhanced capabilities across more markets,” he said.

The deal adds a significant presence across Texas, California and parts of the Southeast, and is expected to put the combined bank among the top five by market share in major Midwest metropolitan areas, according to analyst commentary reported by Reuters. Farmer told Reuters that a friendlier regulatory stance helped timing, saying “the shifting regulatory environment has gotten more conducive to M&A.”

Market reactions were mixed on announcement, with Comerica rising and Fifth Third edging lower. Banking Dive noted the transaction would be “a game‑changer,” citing analysts at Piper Sandler, and highlighted plans to open 150 branches in Texas by 2029 and achieve top‑five share in the Southeast, Texas and California by 2030.

Industry watchers expect further consolidation among regional lenders. The Wall Street Journal reported that record bank share prices have supported stock‑financed deals and that the Fifth Third‑Comerica tie‑up could be a catalyst for more combinations.

Under the agreement, Fifth Third shareholders will own about 73 per cent of the combined company, with Comerica investors holding 27 per cent. Farmer will become vice chair and Comerica’s chief banking officer Peter Sefzik will lead Fifth Third’s wealth and asset management business.

---